Warranty of Title; Authority. Each Pledgor hereby represents and warrants that: (a) such Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Securities described in Section 1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (b) with respect to Issuers which are partnerships and limited liability companies, such Pledgor is a duly constituted partner or member, as the case may be, of such partnership or limited liability company, as the case may be, pursuant to the partnership agreement or operating agreement, as the case may be, of such Issuer, (c) all of the Securities described in Section 1 are validly issued, fully paid and non-assessable (or the foreign equivalent thereof, as applicable), (d) such Pledgor has full corporate, limited liability company or other necessary power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting and enforcement (where applicable) of a security interest in the Securities Collateral hereunder have been duly authorized by all necessary corporate, limited liability company or other action and do not contravene any law, rule or regulation or any provision of such Pledgor’s charter documents, operating agreement, partnership agreement, by-laws or other governing document or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, (e) the information set forth in Annex A hereto relating to the Securities is true, correct and complete in all respects, and (f) such Pledgor has no obligation to make any contribution, capital call or other payment to any Issuer with respect to the Securities. Each Pledgor further represents and warrants that except as previously disclosed to the Administrative Agent, none of the Securities Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in ...
Warranty of Title; Authority. The Company hereby represents and warrants that: (a) the Company has good and marketable title to the Stock described in §1, free and clear of any pledges. liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (b) the Company has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary membership or other action and do not contravene any law, rule or regulation or any provision of the Company’s By-Laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Company is a party or by which it or any of its property is bound or affected or constitute a default; thereunder, and (c) the information set forth in hereto relating to the Stock is true, correct and complete in all respects. The Company covenants that it will defend the Lender’s rights and security interest in such Stock against the claims and demands of all persons whomsoever. The Company further covenants that it will have the title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Lender hereunder and will likewise defend the Lender’s rights, pledge and security interest thereof and therein.
Warranty of Title; Authority. Each Pledgor hereby represents and warrants that: (a) such Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Securities described in §1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by the Security Agreement and this Agreement and Permitted Liens, (b) all of the Securities described in §1 are validly issued, fully paid and non-assessable, (c) each Pledgor has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Securities Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of any Pledgor’s or any Subsidiary’s charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor or such Subsidiary is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (d) the information set forth in Annex A hereto relating to the Securities is true, correct and complete in all respects. Each Pledgor covenants that it will defend the rights of the Secured Party and security interest of the Secured Party in such Securities against the claims and demands of all other Persons whomsoever. Each Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Collateral hereafter pledged or in which a security interest is granted to the Secured Party hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Party.
Warranty of Title; Authority. The Pledgor hereby represents and warrants ---------------------------- that:
(i) the Pledgor has good and marketable title to the Pledged Shares described in 1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances claimed by, through or under the Pledgor, except the pledge and security interest created by this Agreement, and (ii) the Pledgor has full power, authority and legal right to execute, deliver and perform the Pledgor's obligations under this Agreement and to pledge and grant a security interest in all of the Stock Collateral pursuant to this Agreement. The Pledgor covenants that the Pledgor will defend the Pledgee's rights and security interest in such Pledged Shares against the claims and demands of all persons whomsoever. The Pledgor further covenants that the Pledgor will have the like title to, and right to pledge and grant a security interest, in the Stock Collateral hereafter pledged or in which a security interest is granted to the Pledgee hereunder and will likewise defend the Pledgee's rights, pledge and security interest thereof and therein.
Warranty of Title; Authority. The Pledgor hereby represents and warrants that:
(a) it has good and marketable title to the property now constituting the Pledged Collateral, and will have good title to any property subsequently constituting the Pledged Collateral pursuant to the terms hereof, in each case free and clear of any liens, claims, security interests, and other encumbrances; and
(b) it has full capacity and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Pledged Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Pledged Collateral hereunder does not contravene any law, rule or regulation or any provision of any judgment, decree or order of any tribunal or of any agreement or instrument to which it is a party or by which it or any of its property is bound or affected or constitute a default thereunder.
Warranty of Title; Authority. Each of the Pledgors hereby represents and warrants that: (i) such Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Stock described in ss.1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (ii) all of the Stock described in ss.1 is validly issued, fully paid and non-assessable, (iii) such Pledgor has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of such Pledgor's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (iv) the information set forth in ANNEX A hereto relating to the Stock is true, correct and complete in all respects. Each Pledgor covenants that it will defend the rights of the Lenders and the Administrative Agent and security interest of the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, in such Stock against the claims and demands of all other persons whomsoever. Each Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to the Administrative Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Lenders and the Administrative Agent.
Warranty of Title; Authority. The Pledgor and the Holding Company, jointly and severally, hereby represent and warrant to the Secured Party, that: (a) the Pledgor has good and marketable title to and is the sole record and beneficial owner of, its respective Pledged Collateral, subject to no pledges, liens, security interests, charges, options, restrictions, or other encumbrances except the pledge and security interest created by (i) that certain Credit Facility Agreement dated as of February 23, 2011 by and among the Pledgor, the Empire Sports & Entertainment Co, EXCX Funding Corp., Xxxxx Xxxxx and Xxxxxxx Xxxxxxx, (ii) the Platinum Agreements and (iii) this Agreement; (b) all of the Pledged Ownership Interests are validly issued, fully paid, and non-assessable; (c) the information set forth on Schedule A hereto relating to the Pledged Collateral is true, correct, and complete in all respects; and (d) all of the Pledged Indebtedness have been duly authorized, authenticated or issued and delivered by, and are the legal, valid and binding obligation of, the issuer thereof, and no such issuer is in default thereunder. With regard to Pledged Collateral acquired after the date of this Agreement, the Pledgor and the Holding Company hereby covenant that the representations and warranties above will be equally applicable to any such after-acquired Pledged Collateral on and after the date such Pledged Collateral is acquired. The Pledgor and the Holding Company covenant that they will defend the rights and security interest of the Secured Party in the Pledged Collateral against the claims and demands of all other Persons, it being understood and agreed that Platinum’s rights in the Pledged Collateral are senior to the rights of the Secured Party in the Pledged Collateral.
Warranty of Title; Authority. Stockholder hereby represents ---------------------------- and warrants that: (a) Stockholder is the direct legal and beneficial owner of, and has good and marketable title to, the Stock described on Exhibit A hereto, --------- free and clear of any and all pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement; and (b) Stockholder has full power, authority and legal right and capacity to execute, deliver and perform Stockholder's obligations under this Agreement and to pledge and grant a security interest in all of the Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Stock Collateral hereunder do not contravene any law, rule or regulation or any judgment, decree or order of any tribunal or of any agreement or instrument to which Stockholder is a party or by which Stockholder or any of Stockholder's property is bound or affected or constitute a default thereunder. Stockholder covenants that he will defend Monroe's rights and security interest in the Stock against the claims and demands of all persons whomsoever. Stockholder further covenants that Stockholder will have like title to and right to pledge and grant a security interest in the Stock Collateral hereafter pledged or in which a security interest is granted to Monroe hereunder and will likewise defend Monroe's rights, pledge and security interest thereof and therein.
Warranty of Title; Authority. The Pledgor hereby represents and warrants that: (a) the Pledgor has good and marketable title to the Shares, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, and except for any restrictions imposed by the Securities Act of 1933, as amended (the "Securities Act"), (b) the Pledgor has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Stock Collateral pursuant to this Agreement, and (c) the execution, delivery and performance of this Agreement by the Pledgor and the pledge of and grant of a security interest in the Stock Collateral hereunder do not contravene any law, rule or regulation or any provision of the charter or by-laws of the issuer or issuers thereof or of any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor is a party or by which he or any of his property is bound or affected or constitute a default
Warranty of Title; Authority. Pledgor represents and warrants that: (a) the Pledgor has good and marketable title to the Securities, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by this Agreement, (b) the Pledgor has full power, authority and legal right to execute, deliver and perform his or her obligations under this Agreement and to pledge and grant a security interest in all of the Securities pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Securities hereunder do not contravene any law, rule or regulation or any judgment, decree or order of any tribunal or of any agreement or instrument to which the Pledgor is a party or by which the Pledgor or the Pledgor's property is bound or affected or constitute a default thereunder, and (c) the information set forth in Exhibit A hereto relating to the Securities is true, correct and complete in all respects. The Pledgor covenants that the Pledgor will defend the Secured Party's rights and security interest in the Securities against the claims and demands of all persons whomsoever.
